ASSIGNMENT

         THIS  ASSIGNMENT,  made as of July 1,  2000,  by and  between  CNL FUND
ADVISORS,  INC., a Florida corporation  ("Assignor") and CNL APF PARTNERS, LP, a
Delaware limited partnership ("Assignee").

                                   WITNESSETH:

         WHEREAS,   the  CNL  Investment   Company  entered  into  that  certain
Management  Agreement  dated  April  22,  1992  with CNL  Income  Fund XI,  Ltd.
("Agreement"); and

         WHEREAS,  CNL  Investment  Company  assigned  its  rights,  duties  and
obligations under the Agreement to CNL Income Fund Advisors,  Inc. by Assignment
dated January 1, 1995; and

         WHEREAS, CNL Income Fund Advisors, Inc. assigned its rights, duties and
obligations  under the Agreement to CNL Fund Advisors,  Inc. by Assignment dated
October 1, 1995; and

         WHEREAS,  the  Assignor  desires  to  assign  its  rights,  duties  and
obligations under the Agreement to Assignee, and Assignee desires to accept such
assignment and assume Assignor's duties and obligations under the Agreement,  as
assigned.

         NOW, THEREFORE, the parties agree as follows:

1.       Assignment.  Assignor hereby assigns and transfers to Assignee,  all of
         Assignor's  rights,  title and interest in, to, and under the Agreement
         as  assigned.  Any funds or  property  of CNL Income  Fund XI,  Ltd. in
         Assignor's  possession  shall be, or have been,  delivered  to Assignee
         upon the full execution of this Assignment.

2.       Acceptance  and  Assumption.  Assignee  hereby  accepts  the  foregoing
         assignment and further  hereby assumes and agrees to perform,  from and
         after July 1, 2000, all duties, obligations and responsibilities of the
         property manager arising under the Agreement.

3.       Representations.

         (a)    Assignor hereby represents and warrants to Assignee:

                (i)      that the Agreement is in full force and effect;

                (ii)     that  Assignor  has fully  performed  all of its duties
                         under   the   Agreement   through   the  date  of  this
                         Assignment;

                (iii)    that  Assignor has no notice or knowledge of any claim,
                         cost,   or  liability   (other  than  as   specifically
                         contemplated  under the  Agreement,  all of which  have
                         been  satisfied  or  discharged)  which arose under the
                         Agreement or which may arise after the date hereof; and

                (iv)     that this  Assignment  has been duly  authorized by all
                         requisite   corporate  action  and  has  been  properly
                         executed by a duly authorized officer of Assignor.

          (b)   CNL Income  Fund XI,  Ltd.  hereby  represents  and  warrants to
                Assignee  that the  Agreement  is in full force and effect,  and
                that no defaults or violations of such Agreement exist as of the
                date of this Assignment.

         IN WITNESS  WHEREOF,  this  Assignment is executed the date above first
written.

                    ASSIGNOR:

                    CNL FUND ADVISORS, INC., a Florida corporation

                    By:  /s/ MICHAEL I. WOOD
                       -----------------------------------------------
                         Michael I. Wood, Executive Vice President


                    ASSIGNEE:

                    CNL APF PARTNERS, LP, a Delaware limited partnership

                    BY:      CNL APF GP Corp., a Delaware corporation, as its
                             general partner

                             By:  /s/ JAMES M. SENEFF, JR.
                                -----------------------------------------
                                  James M. Seneff, Jr., President



<PAGE>





                               CONSENT AND JOINDER

         CNL Income Fund XI, Ltd.  hereby  consents to the foregoing  Assignment
and joins in such  agreement for the purpose of making the  representations  set
forth in subparagraph 3(b) thereof.


                      CNL Income Fund XI, Ltd., a Florida limited partnership

                      BY:     CNL REALTY CORPORATION, a Florida corporation, as
                              General Partner

                              By:   /S/ROBERT A. BOURNE
                                    ---------------------------
                                    Robert A. Bourne, President


                      BY:   /S/ JAMES M. SENEFF, JR.
                            -------------------------------------
                            James M. Seneff, Jr., General Partner


                      BY:   /S/ ROBERT A. BOURNE
                            -------------------------------------
                            Robert A. Bourne, General Partner